Hero Shift
by PaperFox19
Summary: AU, Gwen get's the omnitrix and Ben is the anodite, while Gwen deals with the power of the omnitrix Ben uses the power of magic talismans to help people and become a hero. Warning there will be yaoi, DO NOT READ IF YOU DO NOT LIKE YAOI OR SLASH
1. Chapter 1

I own no animes or cartoons and make no profit from my fics

Warning: Yaoi

Do Not Read If You Do NOT Like Yaoi

If you do like yaoi please read and review

Reviews help inspire new fics and gives me the drive to work on others

Warning:Yaoi

Pairing: Ben/Kevin

Apart of my anti uke club, and rare pairings/lonely boys club project

Do Not Read if you Do Not like

Paper Fox News

Ok for those who don't know I am working 6 days a week and I don't have a lot of time for fics. I have time to think about them creating new ideas and plots. So yes I create new projects but that doesn't mean I've given up on others, they will all get their time in the spot light at one point or another. One shots are being handled by my kindle and stories are being handled on my laptop. So please enjoy the one shots and updates as they come and know I'm doing the best I can with the little time I get.

Shout Out – A big shout out to my peeps Moonkat17, omikun17, UnknownYaoi500, Narutoyaoi4ever, and KarsuKagami, these guys have given a lot of feedback on a great number of my fics if not all of them. I greatly appreciate the feedback and love the questions they ask about some of them.

I greatly appreciate the feedback especially now

Now for our feature presentation

Hero's Shift

AU, Gwen get's the omnitrix and Ben is the anodite, while Gwen deals with the power of the omnitrix Ben uses the power of magic talismans to help people and become a hero.

Chap 1 Ben 10 part 1

Max Tennyson had fallen in love with an anodite named Verdona, they had children together but none of them seemed to have the anodite spark in them. When the grandkids were born Max noticed that Ben had some interest in heroes and justice from the comics and cartoons he watched, but it wasn't till he noticed an incident at school did he realize what Ben was…

Cash and JT were picking on Ben, pushing him around when Max pulled up in the Rustbucket to see Ben getting pushed around, he was going to intervene when Ben's eyes glowed green for just a second and his body released a pulse of mana knocking the boys away from him. Ben seemed confused, but Max understood and he knew this trip would be beneficial to Ben as well as Gwen.

-x-

They went camping the first night, and Gwen spotted a mysterious shooting star, she followed it and found a mysterious pod, it opened up to reveal the omnitrix, and when Gwen reached out to touch it the omnitrix latched onto her wrist, in he struggles to take it off, she turned into Heatblast and accidently began setting the forest on fire.

Max and Ben saw the flames and smoke, and the flames grew into a wild fire. "Theres only one thing that can stop this," he said and went into the Rustbucket and brought out a box, inside was four talismans. 'I just hope he can handle it.'

"Ben here take this," he handed Ben one of the talismans. "What is it Grandpa?"

"This is the Talisman of Water, if I'm right it should work in your hands, you should be able to use it to put out the flames," he explained and Ben looked at the talisman. It began to glow in his hand and Ben felt a power surging inside him. He was ready to give it a try, he focused and the talisman worked creating a powerful blast of water.

He used the Talisman to put out the flames, luckily the omnitrix timed out and Gwen reverted back to human form. Things did not end so easily, as a probe sent by Vilgax came down after the omnitrix, Ben and Gwen worked together to take it down, Ben learned that the talisman of water could do more than just create water, but control it as well. He was able to trap the probe in a giant bubble of water, and Gwen went Ripjaws and dove into the water bubble and tore it apart.

Max knew more danger could come for them, and keeping his secret would just put them in harm's way. He didn't tell them everything but he explained the stuff in their possession. Gwen learned of the 10 different aliens she could turn into, she took a moment to rub it in Ben's face. Then Max explained the talismans, the fact Ben could use them meant he had a talent for magic, and if he practiced he could be skilled in it.

Over the years plumbers have come across all kinds of technology and items of power, some alien some magical, they try to keep them locked up for the safety of not only Earth but other planets and realms to. Having contact with an anodite Max hung onto 4 specific artifacts that could be used to help protect them should any of the kids held the spark.

"These Talismans have unique powers, different cultures have different names for them, but there is a set of thirteen that hold very unique power, these are four of them, the Talisman of Water, the Talisman of Healing, the Talisman of Speed, and the Talisman of Invisibility. You can have them Ben if your promise to use them wisely." Max explained and Ben got excited. "Of course Grandpa, I will!"

Having these powers, for Ben, felt like a dream come true. He couldn't use more than two talismans at once, and over using them drained him, but he found balance so he could help people, but first he had a little payback to dish out. Using the talisman of speed and invisibility he zipped back to Bellwood and gave Cash and JT a power wedgie and hauled them up into a tree, just like they had done on several other occasions to him.

-x-

(Meeting Kevin)

After some time Ben learned he could do more than just use talismans, he read some books and learned he can manifest his energy and have it take form, he got pretty good at it. "If only you spent this much time doing your homework, you may actually get ahead," Gwen snipped. "Homework, like that has any place in the real word, the stuff I'm learning now will make me a better hero." Ben replied and continued to read what he could.

From his reading he learned he had one of 5 elemental talismans, the others were; Fire, Wind, Earth, and Lightning, two of them were considered to be Charms of Bezel. He had 3 of the mystic talismans, but there were others out there, Telekinesis, Power, Invulnerability, Youth, and Luck. Some of which were called charms of Bezel, but the set of thirteen brought together is said to hold the greatest power of the mystics.

He learned other talismans existed, nothing as high level as the mystic talismans but still were fun to study. One Talisman Ben located was the talisman of Motion, and using it he could bring motion to the motionless, basically he could bring things to life. He found it in a shop mixed in with a bunch of old artifacts, he got it fairly cheap.

Feeling please Ben decided to hit the arcade and play some games, the game at his money and when he complained the manager told him it happens, no refund no anything. That was when he met Kevin Levin. "Here let me help," he touched the game and fried it, causing all the money to spill out of it. "Thanks, the names Ben," he offered his hand to him. "Kevin Levin."

The friendly moment ended as some thugs came looking for Kevin, just when he was going to get a beat down Ben stepped in and saved him. "How did you do that?"

"Explain later for now we gotta go!" Ben and Kevin ran off, Gwen saw this and was surprised. "Ben!" she shouted but the two were long gone.

"I have special powers, I can use these magic talismans to help people, I can manipulate water, move fast, become invisible, heal and recently bring motion to the motionless." Ben explained, and Kevin grinned. "That's cool, me I can absorb things I can dish things out to," he went over to a control panel and absorbed some electricity.

"People thought I was a freak, even my mom and step dad," he finished absorbing the energy. "So I ditched them and have been living on my own ever since."

"And those guys who came after you?" he asked and Kevin just smiled. "They tried messing with me and trashed my pad, so I paid them back by trashing theirs."

"I see, well don't worry I got your back," he said, but Ben was worried. He had read about stealing powers and energy, it never ended well for either party. Things were going fine at first, they were laughing having fun, they even found a new talisman one of the mystics, the Talisman of Power, it gave him the strength to be super human. Ben loved his gift but then Kevin wanted him to help use this power to rob a train, earn some serious cash as he called it, but his plan was to derail it hurting lots of innocent people.

"There's no one innocent, just people who haven't hurt me yet," he began putting his plan into motion. "What about me Kevin? I'm your friend and I care about you, this path your taking it's dangerous!"

"Are you gonna stop me Ben?" he shook his head. "No I'm gonna heal you!"

He rushed at Kevin and using the healing talisman he touched Kevin, the damage done to him from his energy absorbing was healed allowing him to come to his senses. The train moved on safely and Kevin began to cry. "What have I done?" Ben held him and Kevin cried, not something he'd done since his father passed away. "It wasn't you Kevin it was the energy you were absorbing, in my books those who steal another's powers are driven mad by the foreign power."

It all made sense to him, the first time he ever absorbed electricity he set his family's home on fire, he ran away and he's been absorbing energy ever since. "I'm sorry, I'm so sorry!"

Kevin wanted to be more than friends with Ben, the boy saved him, he truly cared about him and saw past his faults. To test the waters he gave Ben a kiss, the brunette pulled back in shock. He saw the hurt in Kevin's eyes. "Sorry, you just caught me off guard, let's try again," he cupped Kevin's cheek and the two kissed one more time, this time it was warmer as the feelings of both boys met and swirled together.

"That was my first kiss," Ben whispered, and Kevin smiled. "Mine too," they started laughing and Kevin held Ben tight.

"Get away from him!" the two turned and saw Gwen, her control over the omnitrix was précised, just as Ben had grown stronger so had she. "Gwen this is not what it looks like Kevin and I…"

"No Ben, this kid is dangerous. I asked around you have no idea the damage he's done!" In a flash Gwen changed into Four Arms! She attacked Kevin, and without any energy he had little to defend himself with. Before Ben could intervene Kevin caught one of Gwen's punches and absorbed her energy, she reverted back to normal and the energy of the omnitrix passed into Kevin.

Kevin was in Four Arms form, and he smirked evilly. "This is power!" he knocked Gwen away and went to strike her down. Ben caught his fist, the power talisman glowing. "Kevin stop she's my cousin!"

"And you are mine she was trying to take you from me, now I have power and no one can take you from me!"

"That's the energy talking Kevin, let me heal you again."

"No way, if I lose this power I lose you to!"

"You aren't going to lose me Kevin, but you will lose yourself!" Ben was really scared Kevin was losing it. Gwen came to and made things worse by changing into Diamondhead. They clashed once more and Gwen caused his place to collapse right on top of him. Ben dug out the debris but there was no sign of Kevin.

Ben broke down, he was sad, worried, angry, and just plain hurt. He wanted nothing to do with his cousin at this point he returned to the Rustbucket not saying a word to her, he didn't eat, he didn't talk to anyone, he had lost someone precious to him and he needed time to cope. Gwen tried to talk to him but Max stopped her. "Sometimes you just need to wallow a bit to feel better. Let him be Gwen."

To be continued

Chap 2 Preview

Ben battles Hex and learns of the other talismans, a battle begins and Hex will stop at nothing to gain Ben's talismans.

End preview


	2. Chapter 2

I own no animes or cartoons and make no profit from my fics

Warning: Yaoi

Do Not Read If You Do NOT Like Yaoi

If you do like yaoi please read and review

Reviews help inspire new fics and gives me the drive to work on others

Warning: Yaoi

Pairing: Ben/Kevin

Do not read if you do not like

Paper Fox News

Thanks to those who have supported me during my constant working. I'm hoping things get better. Fics are taking a hit like i knew they would but didn't think it would be so much, but I am trying. I am trying to work on one shots while at work to clear away a lot of the overflow of ideas and finish some ideas I've had on the backburner for 5 years, story fics will be worked on my days off, I'll do my best and work on what I can.

Feedback and comments will help keep me focused on fics and series

Thanks to those who are leaving comments and feedback you guys rock!

Shout Out – A big shout out to my peeps Moonkat17, omikun17, UnknownYaoi500, Narutoyaoi4ever, and KarsuKagami, these guys have given a lot of feedback on a great number of my fics if not all of them. I greatly appreciate the feedback and love the questions they ask about some of them.

Thanks to darkdevon who reviewed and commented on several of my Fairy Tail fics

Thanks a bunch to Karasu Kagami for commenting on tons of my fics and giving me tons of feedback

Now for the feature presentation

Chap 2 Ben 10 Part 2

Ben's Talismans

Water, Healing, Motion, Speed, Power, Invisibility

Ben and Gwen's relationship did get back to semi normal, so long as she didn't talk about Kevin he was fine being around her. He still thought about Kevin and hoped he was okay, he studied more magic in hopes of saving him as well as being a more competent hero.

So far he could still only use two talismans at a time, but his skill using them got a lot better. He was always on the look out for the other talismans but he wasn't the only one. A man known as Hex had gathered the Charms of Bezel and he was looking for even more power.

While at a museum they came across the Archamada Book of Spells, from what Ben had read about it, it was like THE encyclopedia for magic, holding nearly every spell since the 16th century. He'd be interested except he wasn't so good with actual incantation spells, he preferred using his energy or his talismans.

Things took a turns as suddenly everyone began floating into the air. "What on Earth!?" he gasped and someone appeared floating in. I noticed he had the Charms of Bezel around his neck. Gwen went XLR8 and worked to take the guy down, knocking the Luck charm from him, Ben got it and quickly tucked it away. He would have gone for the other Talismans but the police arrived and took him away.

The Luck Talisman worked like a charm, anything he did worked out in his favor, that luck ran out quick as Hex returned for the charm as well as the book. Ben had found a mask and used it to mask his identity, as Lucky Boy he faced off against Hex. The youth Talisman had restored Hex's strength and revived him from his battle with XLR8.

"You hold the Talisman of Water, as well as a few other mystic talismans but you are not a master like me!" he fired blasts of lightning, which Lucky Boy using his mana to shield himself. "I may not be a master but I am a hero! Water!" he let loose a torrent of water and Hex used Telekinesis to deflect it.

"Hand over the Talismans fool you are no match for me!" he sent the water flooding back, but with the talisman Lucky Boy had the water was quickly absorbed. "If you want my talismans you'll have to catch me," he turned invisible and raced off using the speed talisman.

"You cannot escape me," he began chanting in a foreign text and a barrier incased the area keeping Ben trapped, he would not be able to escape. He began speaking in foreign tongue once more. "Your talismans are mine!"

His spell was to draw the talismans from him, but Ben's mana had infused into them and made them immune to Hex's spell. "Impossible how could someone so weak reject my spell, you can only use two talismans at once where as I can use all of their power at once," he let loose flames and lightning while throwing stones with telekinesis, using his luck he dodged the attacks.

"I may not be able to use, more than two but I know how to use the ones I got!" using the motion talisman he brought some gargoyles to life and they flew at Hex and began to help fight him, Hex thought he could best them but Ben infused them with strength from the power talisman.

Ben fired mana bolts as an assist, and they knocked Hex down, he switched his focus from power to luck and the gargoyles were able to take the charms from him. Lucky Boy sealed Hex into a coffin and left him for the police.

The charms of Bezel were indeed tempting but he didn't want to be like Hex and always obsessed with power, he wasn't ready for them but at the same time he knew Hex would only come after them, so he grabbed a shovel and smashed them breaking them and causing a surge of magical energy.

He thought it was over, but magic cannot be destroyed so easily, the powers of the charms transferred to the nearest vessel of magic and that was Ben.

He continued to be Lucky Boy and helped Gwen fight crime, he kept training but he still had not gained more skill in handling the talismans.

(Kevin 11)

Ben's pov

I thought seeing Kevin again would be a good thing, just never expected this, there were reports of aliens sightings all over this city. Grandpa Max had seen it on the news, there were male versions of Gwen's aliens showing up all over. There weren't crimes, instead whoever was doing this was being a hero.

Gwen was being affiliated with this guy and she didn't like that so much. From the videos I've seen I felt a connection to this guy, and I wanted to believe this was Kevin.

We got into the city, and Gwen and Grandpa Max went off to investigate while I did my own investigation, as Lucky Boy. Grandpa told me to be safe and I promised I would. I found some criminals robbing a jewelry store, I was taking them down when one of their partners snuck up behind me, he was about to knock me out when a male version of Stinkfly swooped in and grabbed the guy and dropped him in the garbage.

"Well aren't you interesting," the male Stinkfly came out of the shadows. "Just who are you supposed to be?"

"I'm Lucky Boy, a hero!" the male alien chuckled. "You don't say, well I'm the hero in this town." He strung the guys up in green goop and began going through their loot. "Hey what are you doing?"

"Spoils of war," he found a gold ring with an emerald gem in it. He took that but left the rest. "Hey wait!" in a flash he was a male XLR8 and he was gone.

The police arrived, and the store owner was so pleased he got back everything else he didn't care about the ring that was missing. "And there you have it folks, a small price to pay for having such a hero cleaning up our streets!" Gwen shut off the tv. "No it is not, I did some research this guy takes a little something every time he stops some bad guys, he's no hero he's just a thief."

"Robin Hood was a thief to Gwen, he still helped people," I said and Gwen glared at me. "It doesn't matter I'm still taking him down, he'll see what a girl alien hero can do!"

Things were even worse as Agent Steel makes an appearance and he really wants to bring aliens into custody, he was having none of this alien hero stuff either. I couldn't wait I had to find this guy.

I snuck out and went to find this alien hero, the simplest way was to hit the streets and put on a show. I fired mana bolts into the sky and lit up the sky in a brilliant green glow. It wasn't long before Stinkfly came flying in and changed into Diamondhead. "So what's the big idea, I'm guessing you were looking for me?"

"I was yes, tell me your name!" I demanded and he chuckled. "My names a secret, and look your real cute and all, but I already got a boyfriend. He likes heroes so I'm doing this for him to show him I will never stop caring for him," He turned to leave but I zipped behind him using the speed talisman. "What the…?" he was stunned and I smirked at him.

"I had a feeling it was you Kevin," I removed my mask, and he gasped. "Ben?!"

"Hey Kevin," in a flash he was in human form and he ran over and hugged me, I hugged him back. "Let's talk!"

We came up to the roof of this hotel building, Kevin was camping out there, it was better than he was living before. He brought over a box and inside was two talismans, the talisman of invulnerability and a talisman of illusion. "I got these for you, and I got you this!" he showed me the ring he took. "I saw the green stone and it reminded me of your eyes."

"It's beautiful Kevin, but it's stealing, I can't accept them," I touched his shoulder and he pulled away from me. "It's cause I'm a freak isn't it?"

"No it's not, you aren't a freak Kevin, you are stealing and it's gonna get you into trouble!"

"It's not stealing, the bad guys stole it I liberated it," he shot back, and I frowned at him. "Now I got cash to give you a life, we can buy a place all our own, and I got control of my power so I can protect you, no one will ever hurt you!"

"Kevin, I care about you, and I'm worried you may be going down the wrong path even for the right reasons," he cupped my cheek. "I love you Ben, nothing can make me forget that," he pulled me close and starred deep into my eyes. Closer and closer, and our lips met, it felt so right!

The sounds of sirens were heard and Kevin pulled away. "I'm sorry, I gotta run stay here and I'll be back!" He changed into Stinkfly and flew off, I put my mask back on and followed leaving the new talismans behind. 'Yeah right like I'm going to stay behind."

End pov

Kevin arrived at the scene, and some guys had robbed an armored truck, they were racing over the bridge but Gwen had stopped them but caused them to crash and start a fire. The fire got put out and Gwen and Kevin started fighting. "What is your deal?"

"It's simple you're a criminal and you have some sick attraction to my cousin, so I'm gonna put you down and keep you away from him!" Kevin growled and changed into FourArms. "Like hell you will!" Gwen was a female FourArms and since tetramand females were stronger she began overpowering him.

Things went bad to worse as the S.A.C.T arrived to capture them both. To Steel it didn't matter if the alien was good or bad they all had to be locked away. They fired upon Kevin and Gwen, "Awe man come on I'm on your side!"

Kevin took this chance to fly to the top of the bridge, and Gwen climbed up after him. He changed into male Diamondhead and tried to fight Gwen again. The S.A.C.T tried to follow them but Lucky Boy arrived on the scene and took his chance and by using the water talisman he was able to take down their air crafts.

However Steel had ordered back up and with large cannon like weapon. Lucky Boy aka Ben had enough of their fighting and separated them with his mana. "Enough both of you!" he snapped, and Gwen glared at him. "Ben this is for your own good, this freak is dangerous and he needs to be put down." She broke through my mana, and being called a freak set Kevin off, he broke out to and they clashed with each other!

Steel took this chance, "Fire now!" Ben saw them prepare the cannon and realized their plan, take out two aliens for the price of one. He jumped in the way as the cannon fired, he tried to shield them with mana but it was to powerful, it tore through the shield and hit Ben dead on.

The horror of seeing one they cares for be shot, it was like everything went in slow motion. The shot had left a huge burn over Ben's chest and he wasn't moving. Gwen was crying and she checked his pulse but felt none. "Oh god no!"

"No!" Kevin reverted back to normal and tried to restart his heart using some left over charge of the energy. A sudden pulse and the healing talisman caused the dormant power of the youth talisman to act, the combined power brought Ben back and healed the wound like nothing happened but the boy's energy was spent. He'd be asleep for a long time.

Kevin breathed a sigh of relief and hugged him happy to hear the boy's beating heart. Then he heard something else, Agent Steel! "We have three targets, capture all three of them and bring them down!" Kevin snapped feeling his anger boil over and his powers took form of that anger, a mutated version of all the aliens he had absorbed from Gwen's watch. He yelled out in pain, and went after Steel kicking his ass until his men fired the cannon again and shot Kevin into the water.

He was torn with himself now, he was a monster and believed Ben would never love him now. Ben awoke some time later and Gwen told him what happened. "I'm sorry Ben, he truly loved you, and when Steel threatened to capture you he lost it, and he changed and not for the better. They shot him into the water, I don't know if he survived."

Ben couldn't hold back the tears and began crying. Max carried him back to the Rustbucket, and there on Ben's bed was a box with the talismans inside and the ring. "Kevin's alive!" he said happily and he added the two talismans to his arsenal for Kevin's sake he would help him.

Steel met up with them and noticed Gwen's watch and the talismans Ben had on him. "Those are some interesting items you got there, where'd you get them?"

"If you don't mind Agent Steel we'll be leaving!" Max said and drove off. "Yeah, but I'm sure we are gonna meet again!"

To be continued

Preview Ben 10 part 3

Hex returns with Charmcaster and seek to regain the powers he lost, she brings him the wind and earth talismans and his staff. Now they seek the Key stone of Bezel and magical amplifier, they need it to remove the latent powers from Ben and recreate the talismans.

If that's not bad, Gwen's alien Ghostfreak is trying to get free and wants to take control and use their power to take over

End preview


	3. Chapter 3

I own no animes or cartoons and make no profit from my fics

Warning: Yaoi

Do Not Read If You Do NOT Like Yaoi

If you do like yaoi please read and review

Reviews help inspire new fics and gives me the drive to work on others

Warning: Yaoi

Pairing: Ben/Kevin

Do not read if you do not like

Paper Fox News

Feedback and comments will help keep me focused on fics and series

Thanks to those who are leaving comments and feedback you guys rock!

Shout Out – A big shout out to my peeps Moonkat17, omikun17, UnknownYaoi500, Narutoyaoi4ever, and KarsuKagami, these guys have given a lot of feedback on a great number of my fics if not all of them. I greatly appreciate the feedback and love the questions they ask about some of them.

Thanks to xready123x for reviewing many of my fics recently love the feedback and comments

Thanks to darkdevon who reviewed and commented on several of my Fairy Tail fics

Thanks a bunch to Karasu Kagami for commenting on tons of my fics and giving me tons of feedback

Now for the feature presentation

Chap 3 Ben 10 part 3

Ben's Talismans

Water, Healing, Motion, Speed, Power, Invisibility, Invulnerability, and Illusion

Power held within

Fire, Lightning, Youth, Luck, Telekinesis

-x-

Charmcaster broke into the facility, she took out the guards with her rock monsters. She ripped a cell door off to reveal Hex. "What kept you so long?"

"Sorry took me awhile to find these," she passed him the talismans of Wind and Earth. "And my staff?" he asked glaring at her. "I swear I didn't break it!" She revealed the staff from her magic bag. "It stopped working."

"It only works in the hands of a master magician!" in his hands the staff came to life and magic began to swirl around him. "Now to reclaim my power from he, who defeated me, Lucky Boy!"

They needed the Key Stone of Bezel, it was a magical amplifier, amplifying one's power 10 fold. Hex could use it to restore the talismans.

-x-

Gwen rescued some people from a bus, and learned of a magical expo. Ben wanted to go, and Max agreed hoping it would take his mind off of Kevin. When they arrived Ben found a few talismans, they weren't overly powerful but they would work. The Talisman of Slumber, and the Talisman of Light, that one wasn't as powerful as it sounded it was pretty much a flash light.

Then he noticed a strange red charm in a bracelet. "Grandpa, can I get this one to?"

"Alright but this is the last one," he paid the lady and Ben put the bracelet on. He felt a tingle of power coursing through him. They took in a magic show, which was kinda lame since Ben could pull off some real magic. Hex appeared and banished the would be magician.

Ben faced off with Hex, while Gwen fought Charmcaster. With Hex using the elemental talismans of wind and earth things got crazy fast. Earthquakes and Tornados began to tear things apart. Ben blasted him with mana, only trying to stun him but his powers were amplified by the key stone.

Hex was shot through a wall. The older sorcerer blasted Ben, but he didn't even flinch. The talisman of invulnerability protected him from Hex's blasts. "I see you have grown stronger, but I will not be beaten again!" He let loose a tornado but Ben countered using the water talisman, he created a massive force of water that tore through his tornado and sent him soaring out of the building.

Charmcaster tried to use her rock beasts, but something strange happened when they got closer to him, their bodies changed from pink mana to green. They turned and growled at her. "How is that possible, there's no way he's stronger than me!"

They are forced to retreat, but have a plan for getting the key stone. The little stone beasts shrink down and stay with Ben.

The next day…

Gwen awakens to find Ben practicing, with the power of the key stone he could use four talismans at once and it was truly a tremendous sensation. "Don't let that power go to your head dweeb, or you'll get a big head," she threw a basket ball at him but it stopped mid air, he shot it into the hoop.

Hex set a trap for them, and they walked right into it, Charmcaster plays the damsel in distress and manages to steal the key stone. Hex begins the ritual and Ben is summoned from his family and bound by magic.

He gasps as magic is pulled from him and they take the form as new talismans. With the talismans reborn you'd think it'd be over, but Hex was greedy. He wanted to drain the powers of all the talismans and fuse them with his own body so he could be all powerful.

Gwen and Max arrive and are able to lay a beat down on them, but it's Charmcaster who pulls the real double cross, since the spell had begun she didn't need her uncle anymore, and she planned to absorb the power into herself.

Ben quickly grabs Hex's staff. "That won't work, only a master magician can…" the staff came to life in Ben's hands and he fired a blast and hit Charmcaster knocking her out. The talismans and the key stone returned to Ben. Ben used their power to drain Charmcaster and Hex, but he didn't take the power for himself he sent it away, he didn't know where, but he actually sent it to Ledgerdomain.

He kept the three stone beasts, they liked his mana. He also kept all the talismans and the key stone. To be safe Ben put the wind, earth, lightning, and youth talismans along with the key stone in a box and he sealed it, they couldn't be detected or tracked and no one could open the box but him. The key stone could certainly amplify his powers, but he couldn't grow if he relied on that.

Ben practices and practices and as the summer continued he could use 3 talismans at once.

-x-

(Ghost Freak Escapes)

Gwen was having nightmares, over and over again it was the same thing, she would try to go hero, and Ghost Freak would come out and try to hurt her, always screaming the same thing. "Let me out!"

She would wake up in a sweat. However she wouldn't let some dream ruin her chances of getting into this school. She was trying to anyway, but to Ben it was just a school of snobs.

The circus freaks paid a visit to the school to steal all their gold trophies. Gwen went alien and stopped them but Ghost Freak escaped the omnitrix. "I am free!"

He twisted into a more monstrous form. "Ghost Freak, wait you're a guy?"

"Of course I am, I was always male, it was disgusting to be trapped in that feminine form of yours but now I am free, and I will claim your cousins form and all his power will be mine!" he tried to fly off and find Ben but the sun light harmed him.

He slithered off to find a vessel to hide him from the sun, he eventually found his way to the circus freaks and got them to agree to help him…or else.

Gwen warned Ben, and this was some serious trouble. The freaks were causing trouble and the ghost kept trying to get into Ben's body. Gwen was safe cause of her alien forms, thankfully Ben had the talisman of light, the light repelled the ghost.

"You will not win Tennyson, I will have your power for my own!" He flew at Ben and tried to pass into his body. "Ahh let go of me you freak!" Ben's eyes began to glow, and for a split second his body glowed, and in that one second he was an anodite.

Ghost Freak hissed as he was repelled. "I see you are an abomination, the worse creature to my kind, but no matter it's your power I seek." Ben groaned he was kinda dizzy, he had no idea what Ghost Freak was talking about.

Using one of the freaks he was able to get the light talisman out of Ben's hands. Ben sicked his "mana beasts" as he called them, on the freaks and they were able to bring them down.

Ghost Freak chased him up to the tower of the school. "Without the talisman boy, you cannot defeat me, with your power I will rule the universe!"

"My power?" he whispered and summoned some mana, into a sphere.

"Go ahead hit me with your best shot, I'll phase right through it, and take your body. You know the first thing I'm going to do, I'm gonna find your little friend Kevin, imagine the horror on his face when the one he loves rips out his heart, literally!" he said with a sick chuckle.

Ben shook in anger. "You know what I never liked you! But threatening Kevin was your last mistake!" Ben applied the talisman of fire to the orb of mana he created, the orb limited into the air and began to shine as bright as the sun. "Nooooooooooooooooooo!" he was turned to dust.

"Where is Ghost Freak?"

"Sorry Gwen I had to put him down!"

"It's okay believe me, it's okay," she shuddered, she'd be okay with only 9 aliens. "I hope I never see that freak again!"

Sadly it would not be the last, and something far worse was coming for them.

Vilgax!

To be continued

Preview Chapter 4 Vilgax and the Loss of Kevin

Vilgax comes to gain the omnitrix and finds something else to acquire as well.

Kevin is being hunted by Agent Steel, things go from bad to worse when Steel throws them into the null void.

End Preview


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